1. Definitions

1.1 End Product means the documents, files, materials and other items edited to a level of a mother-tongue/ natural speaker eg English, of reasonable education and produced from the Original Text in accordance with the instructions.

1.2 Order means an order from you for the Service provided by us from time to time.

1.3 Original Text" means the documents, files, materials, and other items provided by you for the purposes of carrying out the Services.

1.4 Service means the editing of Original Text to provide a version of that text in the chosen language, such as a mother-tongue/ natural speaker of the language, educated to a reasonable level, would have written, but not the translation or proof reading of that Original Text.

1.5 Terms and Conditions means these standard terms and conditions as set out below.

1.6 We, us, our means Thoroughlychic Limited (company number 05581810) whose registered office is at 15 Queens Road, Coventry, CV1 3DE.

1.7 You, your means the company, firm, body or person (private or otherwise) to whom we are supplying the Services and/or text products.

1.8 "Format" means the way the original text is formatted.

2. Interpretation

2.1 The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.

2.2 References to 'documents', 'records', 'books' and 'data' shall include information contained in computer programs, internet, and disks and records or other machine readable form or records kept otherwise than in a legible form but capable of being produced in a legible form.

2.3 The word 'including' shall be understood to mean 'including without limitation' and the word 'includes' shall be understood to mean 'includes without limitation'.

2.4 Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in England.

2.5 In the event of any conflict between any part of the Contract (as defined below) and any other agreement, the documents constituting the agreement between the parties shall have priority in the following order:

2.5.1 service level agreement (if any) entered into between the parties.

2.5.2 these Terms and Conditions.

3. General

3.1 Quotations are not binding on us and a contract ('Contract') will only come into being when we issue a written (electronic or otherwise) confirmation of your Order.

3.2 We will not commence the Service until 14 days after the date on which the Order confirmation is issued. During this time you have the right to cancel your Order, without incurring any costs or liabilities. We will only commence work at an earlier time if we are expressly instructed to do so by you. Instructing us to commence work before the end of the 14 day period shall constitute a forfeit of your right to cancel your Order under Regulation 13 of the Consumer Protection (Distance Selling) Regulations 2000 as amended.

3.3 The Contract will be subject to these Terms and Conditions. All Terms and Conditions appearing or referred to in the Order or otherwise stipulated by you shall have no effect. Any variation of the Contract must be confirmed in writing (electronic or otherwise) by us.

3.4 Our written (electronic or otherwise) quotations are given on the basis that the terms quoted will remain open for the placing of orders for 30 days from the date of the quotation.

3.5 Quotations are given on the basis of our grading of the Original Text sent to us and any other instructions. Grading of the Original Text will be at our discretion. Quotations may be amended at any time. Invoicing will be according to the estimates or quotations and/or any subsequent cost revisions submitted.

3.6 These Terms and Conditions apply to all Services provided to you unless otherwise agreed between the parties in writing (electronic or otherwise).

3.7 For the purposes of pricing or otherwise we may grade the difficulty of the Service at our sole discretion or may decline to provide the Service.

3.8 Information provided outside of these Terms and Conditions (eg in marketing material, website) is for general use only and does not form part of the contract.

4. Price and Payment

4.1 Unless otherwise stated, prices are in sterling and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.

4.2 Price includes transmission to the address (electronic or otherwise) specified in our quotation or confirmation of order.

4.3 Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.

4.4 The method of payment shall be typically agreed before delivery of the End Product. If payment has not been received before delivery payment shall be made immediately upon delivery of the End Product. All payments shall be made without deduction or set-off.

4.5 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle us to suspend further work/the Service, both on the same Order and on any other Order from you without prejudice to any other right we may have.

4.6 We reserve the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 8 per cent above the published base rate of the Bank of England.

5. Delivery

5.1 The dates for delivery of the Service are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract or claim any financial compensation. We shall not be responsible for delay in delivery due to failure to deliver any Original Text in a timely manner or proper format, and it shall be your responsibility for providing us with the current delivery address (whether electronic or otherwise).

5.2 Neither party shall be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform, if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or sub-contractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.

5.3 Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the service shall pass to you on delivery.

5.4 We may deliver in installments: where appropriate and in particular where agreed. Each installment is subject to the Terms and Conditions and does not allow you to repudiate the contract.

6. Modifications/Additions to Original Text

6.1 All modifications or additions to the Original Text by you will be submitted to us, clearly indicating the changes and where they occur in relation to the previously submitted copy. Any pricing and scheduling for the incorporation of modifications or additions into the editing process shall be determined based on extent and implication of changes and percentage of work/service already completed.

6.2 Changes to cost or schedule will be advised in advance where practical, but the submission of modifications/additions to us will be accepted by all parties as agreement to carry out such chargeable work/service as is required to incorporate such modifications/additions and such reasonable costs as are incurred will be binding.

7. Limitation of Liability

The Service shall be carried out using reasonable skill and care.

7.1 We shall use all reasonable skill and care in selecting any subcontactors and other personnel used to edit and perform other services.

7.2 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Service shall be incorporated unless expressly set out in this Contract or as otherwise required by law.

7.3 We shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Contract, whether orally or in writing (electronic or otherwise), and you shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.

7.4 We do not warrant that the End Product will meet the your specific requirements and, unless otherwise agreed by written (electronic or otherwise) Contract, we do not warrant that the End Product sent to you will be error free. Furthermore, we do not warrant that or make any representation regarding the use of the End Product in terms of their accuracy, correctness, reliability or otherwise.

7.5 You acknowledge that Original Text or End Product submitted by and to you over the internet or via any system provided by us cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form and that we have no liability for the loss, corruption or interception of any Original Text and that we have no control over the actions of our server hosting company and that we are not liable for any losses resulting from actions taken (or not taken) by that server host.

7.6 Our liability to you in respect of the provision of any Service will be limited as follows:

7.6.1 We will not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill and or any other indirect or consequential loss or damage whatsoever nor will we accept responsibility for the use to which the End Product is put.

7.6.2 Our entire liability to you under any Contract in respect of the Services provided shall not exceed the price payable to us by you under the Contract to which any claim relates, or if the preceding part of this sub clause is deemed unenforceable by a Court of law then it shall be substituted that our entire liability under any Contract shall not exceed the sum of any insurance cover at the relevant time.

7.6.3 You must notify us within 10 days of delivery of the Services of any claim arising out of the provision of the Services, together with full details of any claim. We will not under any circumstances accept generalised statements of inaccuracy or error leading to a claim. In any event, we shall not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of any of the Services.

8. Representations and Warranties

8.1 We represent and warrant that we shall perform the Service in a manner consistent with our standard production procedures. You represent and warrant:

8.1.1 that you own or are licensee of the Original Text and all components thereof;

8.1.2 that any editing of the Original Text and publication, distribution, sale or other use of the End Product shall not infringe upon any copyright, trademark, patent, or other right of any third party; and

8.1.3 undertake that the materials submitted by you shall not contain anything of an obscene, violent, racial, blasphemous or libellous nature or otherwise be illegal or incitement to cause illegal activity.

8.2 You agree, upon demand, to indemnify us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep us indemnified against all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to:

8.2.1 The use or possession by us of any of the Original Text or materials provided by you in relation to the provision of the Service, including the breach of any intellectual property rights of any third party in or to any such Original Text or materials.

8.2.2 The processing by us of any data (where 'processing' and 'data' have the meaning given in section 1(1) of the Data Protection Act 1998) in the provision of the Service as anticipated by clause 14 below.

8.2.3 Any breach of warranty given by you in this clause 8.

9. Disclaimer of Warranty

We make no warranty that use of the End Product or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.

10. Intellectual Property

All intellectual property rights (including but not limited to copyright) in the Original Text and the End Product shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a licence to store and use the Original Text and the End Product for at least the duration of the Contract and for a reasonable time after (to be determined by us) for the purposes of providing the Service to you and keeping a proper record of work/Service carried out for you.

11. Confidentiality

11.1 Subject to clause 11.3, and (on our part) save as necessary in order for us to provide the Services, neither party may use any of the other party's confidential information.

11.2 Subject to clause 11.3, neither party may disclose to any other person any of the other party's confidential information.

11.3 Either party may disclose the confidential information of the other:

11.3.1 When required to do so by law or any regulatory authority, provided that party required to disclose the confidential information, where practicable and legitimate to do so:

11.3.1.1 Promptly notifies the owner of any such requirement; and

11.3.1.2 Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.

11.3.2 To its (or any of its associated company's) personnel, sub-contractors' personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:

11.3.2.1 Is informed of the obligations of confidentiality under these Terms and Conditions; and

11.3.2.2 Complies with those obligations as if they were bound by them.

11.4 The obligation of confidentiality contained within this clause 11 shall survive termination of the Contract howsoever caused.

12. Termination

In the event that you breach these Terms and Conditions, we shall have the right to terminate, whereupon you shall pay the full purchase price provided hereunder for the services completed and for all work/the Service in progress. In the event that we breach these Terms and Conditions, you shall have the right to terminate whereupon we shall return to you all Original Text and data supplied by you together with all edited products that exists as of the date of termination.

13. Cancellation

Subject to clause 3.2, in the event that you cancel the Contract for any reason at any time after the Contract has been confirmed (by acceptance of a quotation from us or other form of Contract, written or verbal), you may be liable for any costs incurred by us to that date, plus any other costs that are considered reasonable. We may cancel the Order at any time.

14. Data Protection

14.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will endeavour at all times to comply with relevant provisions of the Data Protection Act 1998.

14.2 We acknowledge that if we are required to process any data in the course of providing the Services we shall do so only on your instructions.

15. Indemnification

You shall indemnify, defend, and hold us harmless from and against any and all losses, damages, costs and expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand bought by a third party based on (i) the performance of these Terms and Conditions by either party, (ii) your breach of the covenants, representations and warranties made by you herein, (iii) any taxes and from any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon advertisement, promotion, use, import, licensing or distribution of items by you, or (iv) any claim that any element of the End Product infringes any copyright, trademark, patent, or other proprietary rights.

16. Terms of Payment

Payment shall be made in accordance with clause 4.4. Advance payments may be requested. We may carry out credit checks or request references at our discretion. Late payments will be subject to interest. Where payments are made via electronic transfer we will not cover the costs of any third party.

17. Miscellaneous

17.1 We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations and we may assign any or all of our rights and obligations under the Contract.

17.2 Any notice or other communication to be given under these Terms and Conditions must be in writing (electronic or otherwise) and may be delivered or sent by prepaid first class letter post, facsimile transmission or e-mail. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or e-mail, at the time of transmission.

17.3 No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

17.4 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise effected.

17.5 A person who is not party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

17.6 The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

18. Geographical Area

18.1 We apologise but currently we will not accept Original Text from or to provide any Service to anyone from the United States of America and/or Canada or their Dominions or Protectorates. It is the responsibility of the person asking for the Service to advise us if they are from the United States of America and/or Canada or their Dominions or Protectorates.

Furthermore you agree that we will not be liable or responsible for any claim brought (or the enforcement of any judgement or award entered against us) in the courts of the United States of America and/or Canada or their Dominions or Protectorates.

18.2 We will bear no responsibility or liability for any delivery made to any company, firm, body or person who has sent us Original Text from the United States of Americaand/or Canada or their Dominions or Protectorates without informing us of such.

19 Website

19.1 The Website referred to is "LanguageChic.com" and any subdomain or related link to "LanguageChic.com" or related site

19.2 You will be able to access most areas of the Website without registering your details with us. Certain areas of this Website may only open to you if you register.

19.3 We may revise these terms and conditions at any time by updating this posting. You should check this Website from time to time to review the then current terms and conditions because they are binding on you. Certain provisions of these terms and conditions may be superseded by expressly designated legal notices or terms located on particular pages of this Website. If you do not wish to accept any new terms and conditions after we have given notice, you should not continue to use this Website.

19.4 You are permitted to print and download extracts from this Website for your own use on the following basis: (a) no documents or related graphics on this Website are modified in any way; (b) no graphics on this Website are used separately from accompanying text; and (c) any of our copyright and trade mark notices and this permission notice appear in all copies.

19.5 Unless otherwise stated, the copyright and other intellectual property rights in all material on this Website (including without limitation photographs and graphical images) are owned by us or our licensors. For the purposes of these terms and conditions, any use of extracts from this Website other than in accordance with clause 19.4 above for any purpose is prohibited. If you breach any of the terms in these terms and conditions, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.

19.6 Subject to clause 19.4, no part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission.

19.7 Any rights not expressly granted in these terms are reserved.

19.8 While we endeavour to ensure that this Website/ Email facilities are normally available 24 hours a day, we will not be liable if for any reason this Website/ Email facilities are unavailable at any time or for any period.

19.9 Access to this Website/ Email facilities may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.

19.10 You are prohibited from posting or transmitting to or from this Website any material: (a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; (b) for which you have not obtained all necessary licences and/or approvals; (c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or (d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

19.11 You may not misuse the Website (including, without limitation, by hacking).

19.12 We will fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of clauses 19.10 or 19.11.

19.13 Links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website. We have not reviewed all of these third party websites and do not control and are not responsible for these websites or their content or availability. We therefore do not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

19.14 If you would like to link to this Website, you may only do so on the basis that you link to, but do not replicate, the home page of this Website, and subject to the following conditions: (a) you do not remove, distort or otherwise alter the size or appearance of any ThoroughlyChic Ltd logo; (b) you do not create a frame or any other browser or border environment around this Website; (c) you do not in any way imply that we are endorsing any products or services other than our own; (d) you do not misrepresent your relationship with us nor present any other false information about us; (e) you do not otherwise use any ThoroughlyChic Ltd trade marks displayed on this Website without our express written permission; (f) you do not link from a website that is not owned by you; and (g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations. We expressly reserve the right to revoke the right granted in this clause 19.14 for breach of these terms and to take any action we deem appropriate.

19.15 You shall fully indemnify us for any loss or damage we or any of our group companies may suffer or incur as a result of your breach of clause 19.14.

19.16 To register with www.LanguageChic.com you: Each registration is for a single user only. We do not permit you to share your user name and password with any other person nor with multiple users on a network.

19.17 Responsibility for the security of any passwords issued rests with you and if you know or suspect that someone else knows your password, you should contact us immediately.

19.18 We may suspend or cancel your registration immediately at our reasonable discretion or if you breach any of your obligations under these terms and conditions.

19.19 While we endeavour to ensure that the information on this Website is correct, we do not warrant the accuracy and completeness of the material on this Website. We may make changes to the material on this Website, or to the products and prices described in it, at any time without notice. The material on this Website may be out of date, and we make no commitment to update such material.

19.20 The material on this Website is provided “as is” without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, we provide you with this Website on the basis that we exclude all representations, warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for these terms and conditions might have effect in relation to this Website.

19.21 We, any other party (whether or not involved in creating, producing, maintaining or delivering this Website), and any of our group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any websites linked to this Website or the material/ information on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any websites linked to this Website.

19.22 If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

19.23 You agree to indemnify us fully, defend and hold us, and our officers, directors, employees and agents, harmless from and against all claims, liability, damages, losses, costs (including reasonable legal fees) arising out of any breach of the terms and conditions by you, or your use of this Website, or the use by any other person using your registration details.

Changes to the Terms and Conditions may be made without notice.

vers 2_0 16th September 08